NORTHERN OIL & GAS, INC. SEC Filings

Meier Lisa reported acquisition or exercise transactions in this Form 4 filing.

NORTHERN OIL & GAS, INC. director Lisa Meier received a grant of 2,410 shares of Common Stock on June 30, 2026. The stock was granted at $0.00 per share as equity compensation pursuant to the company’s 2018 Incentive Plan, increasing her direct holdings to 61,840 shares.

NORTHERN OIL & GAS, INC. director Bahram Akradi made an open-market purchase of 25,760 shares of Common Stock on June 22, 2026 at a weighted average price of $19.3999 per share. Following this transaction, he directly owns 1,713,444 shares.

NORTHERN OIL AND GAS INC amendment to a Schedule 13G/A reports that FMR LLC (and Abigail P. Johnson) beneficially hold 1,908,268.75 shares of common stock, representing 1.8% of the class as shown on the cover. The filing lists sole voting power of 1,894,599.45 shares and sole dispositive power of 1,908,268.75. Signatures are provided by Stephanie J. Brown under powers of attorney.

Northern Oil and Gas, Inc. is registering the resale of up to 3,689,413 shares of its common stock through a Resale Prospectus Supplement to an existing Form S-3ASR shelf registration.

The shares were issued to Parallax Energy Operating Inc. (or its permitted transferees) as consideration for the Parallax Acquisition under a purchase and sale agreement dated May 22, 2026. In connection with that agreement, the company granted registration rights and has now provided a legal opinion from Kirkland & Ellis LLP, filed as Exhibit 5.1, confirming the validity of the common shares covered by the resale prospectus.

Northern Oil and Gas, Inc. is filing a prospectus supplement to register the resale of 3,689,413 shares of its common stock by a selling stockholder. The shares were issued on June 1, 2026 as consideration in an acquisition and were issued in reliance on Section 4(a)(2); the company will not receive proceeds from sales by the selling stockholder.

The prospectus supplement states the resale registration implements registration rights under a Registration Rights Agreement and lists Parallax Energy Operating Inc. as the selling stockholder offering 3,689,413 shares. Shares outstanding were 108,784,154 as of June 1, 2026, and the last reported NYSE sale price was $22.37 per share on June 1, 2026.

Northern Oil and Gas, Inc. files a shelf registration statement to register unspecified amounts of common stock, preferred stock, depositary shares, warrants, purchase contracts and units. The prospectus dated June 1, 2026 describes an "automatic shelf" offering by a well-known seasoned issuer and states offerings may occur "from time to time after the effective date."

The prospectus notes the company will not receive proceeds from sales by selling securityholders and that net proceeds from any primary sales will be used for general corporate purposes including acquisitions, working capital, capital expenditures, or debt repayment. The cover and "Description of Capital Stock" state authorized shares of 275,000,000 and that 105,094,741 shares of common stock were issued and outstanding as of May 29, 2026.

Northern Oil and Gas, Inc. completed its previously announced Parallax Acquisition on June 1, 2026, buying certain Canadian oil and gas properties and related assets from Parallax Energy Operating Inc. The consideration included CA$237.0 million in cash and 3,689,413 shares of Northern’s common stock.

The cash portion, which includes a CA$37.5 million deposit, will be subject to final post-closing settlement and was funded with cash on hand, operating free cash flow and borrowings under the revolving credit facility. Northern also entered into a registration rights agreement to file a Form S-3ASR shelf registration or prospectus supplement covering the resale of the stock consideration by the seller.

Northern Oil and Gas, Inc. held its Annual Meeting of Stockholders on May 21, 2026, where stockholders voted on director elections, auditor ratification, and executive pay.

All seven director nominees were elected. For example, Nicholas O’Grady received 83,772,877 votes for and 448,878 withheld, with 11,512,850 broker non-votes. Jennifer Pomerantz received 78,312,649 votes for and 5,909,106 withheld.

Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 95,171,334 votes for, 231,128 against, and 332,143 abstentions. They also approved, on a nonbinding advisory basis, the compensation of named executive officers, with 80,671,263 votes for, 2,986,714 against, 563,778 abstentions, and 11,512,850 broker non-votes.

Northern Oil and Gas, Inc. agreed to acquire a 25% undivided non‑operated interest in Light‑Oil Duvernay assets from Parallax for an initial unadjusted purchase price of CA$350 million (~US$259 million). The price includes CA$237 million in cash and CA$113 million in NOG common stock, plus potential contingent consideration of CA$25 million based on future oil prices.

The assets add about 4,000 Boe per day of net production and roughly 75,000 acres, with operating costs expected below $7.50 per Boe. NOG now guides 2026 production to 143,000–148,000 Boe per day with higher oil volumes, while keeping its total 2026 capital budget at $850–$900 million.